Common use of HAZARDOUS MATERIALS INDEMNITY Clause in Contracts

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH INDEMNITEES FROM AND AGAINST ANY AND ALL REASONABLE OUT-OF-POCKET, THIRD-PARTY LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED WHICH INDEMNITEES MAY INCUR AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT CONSEQUENCE OF (A) THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSALTREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS WHICH ARE FOUND IN, ON, UNDER, ABOUT OR MIGRATING FROM THE PROPERTY; (B) ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY; (C) ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; OR (D) THE BREACH OF ANY COVENANTS (OR REPRESENTATIONS AND WARRANTIES) OF BORROWER UNDER THIS INDEMNITY. SUCH INDEMNITY SHALL INCLUDE, WITHOUT LIMITATION: (i) THE REASONABLE OUT-OF-POCKET, THIRD-PARTY COSTS, WHETHER FORESEEABLE OR ABOUT UNFORESEEABLE, OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY, OR THE REMOVAL OR REMEDIATION OF ANY HAZARDOUS MATERIALS (REGARDLESS OF THE MEDIUM) FROM THE PROPERTY, OR THE TAKING OF ANY EMERGENCY ACTION, WHICH IS REQUIRED BY ANY GOVERNMENTAL AUTHORITY OR IS OTHERWISE NECESSARY TO RENDER THE PROPERTY IN COMPLIANCE WITH ALL HAZARDOUS MATERIALS LAWS; (ii) ALL OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR IMPROVEMENTSGOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST ANY AND ALL INDEMNITEES); AND (iii) ALL COURT COSTS AND REASONABLE ATTORNEYS’ FEES AND EXPENSES PAID OR INCURRED BY ANY AND ALL INDEMNITEES. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL PROMPTLY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, THE APPLICABLE INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES OF DEMAND UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE RELEASE OR PARTIAL RECONVEYANCE RELEASE OF THE MORTGAGE. BORROWER SHALL HAVE THE RIGHT TO DEFEND ANY INDEMNIFIED CLAIMS WITH COUNSEL REASONABLY ACCEPTABLE TO ADMINISTRATIVE AGENT. NOTWITHSTANDING THE FOREGOING, Borrower SHALL NOT BE OBLIGATED TO INDEMNIFY HEREUNDER WITH REGARD TO ANY HAZARDOUS MATERIALS FIRST USED, GENERATED, MANUFACTURED, STORED, TREATED, RELEASED, DISCHARGED OR DISPOSED IN, ON, UNDER OR ABOUT THE PROPERTY BY ANY THIRD PARTY AFTER THE LATEST OF: (I) THE DATE OF FORECLOSURE ON THE Mortgage (OR administrative agent’s ACCEPTANCE OF A DEED IN LIEU THEREOF); OR (II) THE DATE Borrower NO LONGER HAS OCCUPANCY OF TRUSTTHE PROPERTY; OR (III) THE DATE Borrower NO LONGER USES OR OPERATES THE PROPERTY; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, IF ANY HAZARDOUS MATERIALS ARE DISCOVERED IN, ON UNDER OR ABOUT THE PROPERTY AFTER SUCH APPLICABLE DATE THAT ARE CONSISTENT WITH THE OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY WHICH OCCURRED DURING Borrower’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY, THEN THERE IS A PRESUMPTION THAT THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL OF, TRANSPORTATION OR PRESENCE OF ANY OF SAID HAZARDOUS MATERIALS IN, ON, UNDER, ABOUT, OR MIGRATING FROM, THE PROPERTY OCCURRED DURING Borrower’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY, AND Borrower SHALL CONTINUE TO BE OBLIGATED TO INDEMNIFY HEREUNDER UNLESS Borrower OVERCOMES SAID PRESUMPTION WITH THE BURDEN OF PROOF.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT ISSUER AND EACH LENDERBONDOWNER REPRESENTATIVE, AND THEIR RESPECTIVE GOVERNING BODIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES WHICH ISSUER AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) BONDOWNER REPRESENTATIVE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTSPROJECT. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, ISSUER AND BONDOWNER REPRESENTATIVE UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT ISSUER AND EACH LENDER BONDOWNER REPRESENTATIVE SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDERINDEMNITEES FOR, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ ' FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF (A) THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSALTREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS WHICH ARE FOUND IN, ON, UNDER, ABOUT OR MIGRATING FROM THE PROPERTY; (B) ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY; (C) ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; OR (D) THE BREACH OF ANY COVENANTS (OR REPRESENTATIONS AND WARRANTIES) OF BORROWER UNDER THIS INDEMNITY. SUCH INDEMNITY SHALL INCLUDE, WITHOUT LIMITATION: (i) THE COSTS, WHETHER FORESEEABLE OR ABOUT UNFORESEEABLE, OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY, OR THE REMOVAL OR REMEDIATION OF ANY HAZARDOUS MATERIALS (REGARDLESS OF THE MEDIUM) FROM THE PROPERTY, OR THE TAKING OF ANY EMERGENCY ACTION, WHICH IS REQUIRED BY ANY GOVERNMENTAL ENTITY OR IS OTHERWISE NECESSARY TO RENDER THE PROPERTY IN COMPLIANCE WITH ALL HAZARDOUS MATERIALS LAWS AND REGULATIONS; (ii) ALL OTHER DIRECT OR IMPROVEMENTSINDIRECT CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST ANY AND ALL INDEMNITEES); AND (iii) ALL COURT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES PAID OR INCURRED BY ANY AND ALL INDEMNITEES. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL PROMPTLY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, THE APPLICABLE INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS SUCH AMOUNT OWED ARISES HOU:0050320/00225:1822429v5 LOAN NO. 1015580 UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT BE OBLIGATED TO DEFENDINDEMNIFY HEREUNDER WITH REGARD TO ANY HAZARDOUS MATERIALS FIRST USED, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE GENERATED, MANUFACTURED, STORED, TREATED, RELEASED, DISCHARGED OR DISPOSED IN, ON, UNDER OR ABOUT THE CANCELLATION PROPERTY BY ANY THIRD PARTY AFTER THE LATEST OF: (I) THE DATE OF FORECLOSURE ON THE SECURITY INSTRUMENT (OR LENDER'S ACCEPTANCE OF A DEED IN LIEU THEREOF); OR (II) THE DATE BORROWER NO LONGER HAS OCCUPANCY, POSSESSION OR CONTROL OF THE NOTES AND PROPERTY; OR (III) THE RELEASEDATE BORROWER NO LONGER USES OR OPERATES THE PROPERTY; PROVIDED, RECONVEYANCE HOWEVER, NOTWITHSTANDING THE FOREGOING, IF ANY HAZARDOUS MATERIALS ARE DISCOVERED IN, ON UNDER OR PARTIAL RECONVEYANCE ABOUT THE PROPERTY AFTER SUCH APPLICABLE DATE THAT ARE CONSISTENT WITH THE OWNERSHIP, OCCUPANCY, POSSESSION, CONTROL, USE OR OPERATION OF THE DEED PROPERTY WHICH OCCURRED DURING BORROWER'S OWNERSHIP, OCCUPANCY, POSSESSION, CONTROL, USE OR OPERATION OF TRUSTTHE PROPERTY, THEN THERE IS A PRESUMPTION THAT THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL OF, TRANSPORTATION OR PRESENCE OF ANY OF SAID HAZARDOUS MATERIALS IN, ON, UNDER, ABOUT, OR MIGRATING FROM, THE PROPERTY OCCURRED DURING BORROWER'S OWNERSHIP, OCCUPANCY, POSSESSION, CONTROL, USE OR OPERATION OF THE PROPERTY, AND BORROWER SHALL CONTINUE TO BE OBLIGATED TO INDEMNIFY HEREUNDER UNLESS BORROWER OVERCOMES SAID PRESUMPTION WITH THE BURDEN OF PROOF.

HAZARDOUS MATERIALS INDEMNITY. EACH BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ ' FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTSEITHER PROPERTY. BORROWER BORROWERS SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S BORROWERS' DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE EITHER DEED OF TRUST. PROVIDED THAT BORROWERS SHALL HAVE NO LIABILITY TO INDEMNIFY LENDER UNDER THIS SECTION FOR ANY DAMAGES RESULTING FROM HAZARDOUS MATERIALS THAT BORROWERS CAN CONCLUSIVELY PROVE WERE FIRST INTRODUCED ONTO THE PROPERTY AFTER THE DATE OF ANY FORECLOSURE OR DEED IN LIEU OF FORECLOSURE.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE AFFILIATES DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES INCURRED IN ENFORCING THEIR RIGHTS PURSUANT TO THIS ARTICLE 7 (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A THE PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTYPROPERTY AND ARE NOT DUE TO THE ACTS OF BORROWER, GUARANTOR OR THEIR RESPECTIVE AFFILIATES, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUSTSECURITY INSTRUMENT.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT LENDER AND EACH LENDER, AND THEIR RESPECTIVE ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR ITS NOMINEE IN THEIR ITS CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED CONVEYANCE IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE RELEASE OR PARTIAL RECONVEYANCE RELEASE OF THE DEED OF TRUSTPLEDGE AGREEMENT.

HAZARDOUS MATERIALS INDEMNITY. THE BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH THE LENDER, THE LENDER’S PARENTS, SUBSIDIARIES OR AFFILIATES, ANY HOLDER OF OR PARTICIPANT IN THE LOAN, AND THEIR RESPECTIVE ALL DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH OF ANY OF THE FOREGOING (THE “HAZARDOUS MATERIAL INDEMNITEE(S)”) FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) PARTY MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY LAND OR IMPROVEMENTS, ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE LAND, OR ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE HAZARDOUS MATERIAL INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING. THE LENDER SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE LAND. THE BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, THE LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. THE BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH THE LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND NOTE, THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED SECURITY DOCUMENTS AND THE SATISFACTION OF TRUSTALL OF THE BORROWER’S OBLIGATIONS UNDER THE LOAN DOCUMENTS.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH Loan No. 102919 ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT ANY ONE OR MORE OF THE PROPERTY PROPERTIES OF BORROWER, PARENT OR IMPROVEMENTSANY OF THEIR SUBSIDIARIES OF UNCONSOLIDATED AFFILIATES, EXCEPT TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A PARTY INDEMNIFIED UNDER THIS PARAGRAPH. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANVARIABLE RATE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUSTNOTES.

HAZARDOUS MATERIALS INDEMNITY. BORROWER INDEMNITOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDERINDEMNITEES FOR, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ ' FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF (A) THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSALTREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS WHICH ARE FOUND IN, ON, UNDER, ABOUT OR MIGRATING FROM ANY PROPERTY; (B) ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO ANY PROPERTY; (C) ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; OR (D) THE BREACH OF ANY COVENANTS (OR REPRESENTATIONS AND WARRANTIES) OF INDEMNITOR UNDER THIS INDEMNITY, PROVIDED THAT A CLAIM UNDER THIS SECTION SHALL (i) BE LIMITED TO ACTUAL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR ABOUT THE OTHER EXPENSES INCURRED BY SUCH INDEMNITEE, (ii) NOT BE AVAILABLE TO INDEMNITEES BASED UPON A REDUCTION OF VALUE OF ANY PROPERTY OR IMPROVEMENTS. BORROWER SHALL PAY TO ADMINISTRATIVE AGENT AND/OR LOST PROFITS FROM ANY LENDERPROPERTY. SUCH INDEMNITY SHALL INCLUDE, WITHOUT LIMITATION: (I) THE COSTS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF ANY PROPERTY, OR THE REMOVAL OR REMEDIATION OF ANY HAZARDOUS MATERIALS (REGARDLESS OF THE MEDIUM) FROM ANY PROPERTY, OR THE TAKING OF ANY EMERGENCY ACTION, WHICH IS REQUIRED BY ANY GOVERNMENTAL ENTITY OR IS OTHERWISE NECESSARY TO RENDER ANY PROPERTY IN COMPLIANCE WITH ALL HAZARDOUS MATERIALS LAWS AND REGULATIONS; {II) ALL OTHER DIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST ANY AND ALL INDEMNITEES); AND (Ill) ALL COURT COSTS AND REASONABLE ATTORNEYS' FEES AND EXPENSES PAID OR INCURRED BY ANY AND ALL INDEMNITEES. IF (I) A DEFAULT EXISTS, (II) INDEMNITOR FAILS TO DISCHARGE OR UNDERTAKE TO DEFEND ANY INDEMNITEE AGAINST ANY CLAIM, LOSS OR LIABILITY FOR WHICH SUCH INDEMNITEE IS INDEMNIFIED HEREUNDER, WITHIN TEN THREE (103) DAYS AFTER NOTICE TO INDEMNITOR, OR {Ill) LEGAL COUNSEL REASONABLY ADVISES ANY INDEMNITEE THAT A CONFLICT OR POTENTIAL CONFLICT EXISTS BETWEEN ANY INDEMNITEE AND INDEMNITOR THAT WOULD MAKE SUCH SEPARATE REPRESENTATIONS ADVISABLE, THEN INDEMNITOR SHALL PAY ALL REASONABLE ATTORNEYS' FEES AND EXPENSES OF DEMANDINDEMNITEES (WHICH MAY BE REPRESENTED BY COUNSEL OF THEIR CHOICE) TO AT ANY TIME APPEAR IN AND TO PARTICIPATE IN, AS A PARTY IF THEY SO ELECT, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT ANY PROPERTY; PROVIDED, HOWEVER, INDEMNITOR SHALL BE NOT LIABLE FOR THE EXPENSES OF MORE THAN ONE SEPARATE COUNSEL UNLESS AN INDEMNITEE SHALL HAVE REASONABLY CONCLUDED THAT THERE MAY BE LEGAL DEFENSES AVAILABLE TO IT THAT ARE DIFFERENT FROM OR ADDITIONAL TO THOSE AVAILABLE TO ANOTHER INDEMNITEE AND WHICH LEGAL DEFENSES RAISES ETHICAL AND/OR LEGAL CONSIDERATIONS WHICH WARRANT SEPARATE COUNSEL. INDEMNITOR SHALL IMMEDIATELY PAY TO THE APPLICABLE INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES OF DEMAND UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTES. BORROWER’S DUTY AND OBLIGATIONS TO DEFENDFOR THE PURPOSES HEREOF, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE "INDEMNITEES" SHALL MEAN AGENT AND AGENT’S PARENTS, SUBSIDIARIES, AND AFFILIATES AND LENDERS AND LENDERS’ RESPECTIVE PARENTS, SUBSIDIARIES AND AFFILIATES AND ANY HOLDER OF OR PARTICIPANT IN THE LOAN AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THEIR RESPECTIVE DIRECTORS OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS OF ANY OF THE NOTES FOREGOING. NOTWITHSTANDING ANYTHING IN THIS INDEMNITY, THE LOAN DOCUMENTS, OR THE OTHER RELATED DOCUMENTS TO THE CONTRARY, IN NO EVENT SHALL INDEMNITOR BE RESPONSIBLE OR LIABLE TO ANY INDEMNITEE FOR (A) ANY CLAIMS CAUSED BY THE FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR CRIMINAL ACTS OF ANY INDEMNITEE OR ANY CONTRACTOR, AGENT OR ANY OTHER PARTY ENGAGED BY OR WITHIN THE DIRECT CONTROL OF ANY INDEMNITEE, OR (B) ANY HAZARDOUS MATERIALS FIRST USED, GENERATED, MANUFACTURED, STORED, TREATED, RELEASED, DISCHARGED OR DISPOSED IN, ON, UNDER OR ABOUT ANY PROPERTY BY ANY PERSON OTHER THAN INDEMNITORS AND THEIR AFFILIATES AFTER THE RELEASE, RECONVEYANCE EARLIER OF (a) THE DATE OF FORECLOSURE ON THE APPLICABLE SECURITY INSTRUMENT (OR PARTIAL RECONVEYANCE LENDER'S ACCEPTANCE OF A DEED IN LIEU THEREOF) OR (b) THE DATE LENDER TAKES POSSESSION OF THE DEED APPLICABLE PROPERTY THROUGH THE APPOINTMENT OF TRUSTA RECEIVER; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, IF ANY HAZARDOUS MATERIALS ARE DISCOVERED IN, ON UNDER OR ABOUT SUCH PROPERTY AFTER SUCH APPLICABLE DATE THAT ARE CONSISTENT WITH THE OWNERSHIP, OCCUPANCY, USE OR OPERATION OF SUCH PROPERTY WHICH OCCURRED DURING THE APPLICABLE BORROWER'S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF SUCH PROPERTY, THEN, SOLELY FOR THE PURPOSE OF DETERMINING THE EXTENT OF INDEMNITOR'S LIABILITY HEREUNDER (AND NOT FOR THE BENEFIT OF ANY THIRD PARTY), THERE IS A PRESUMPTION THAT THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL OF, TRANSPORTATION OR PRESENCE OF ANY OF SAID HAZARDOUS MATERIALS IN, ON, UNDER, ABOUT, OR MIGRATING FROM, SUCH PROPERTY OCCURRED DURING THE APPLICABLE BORROWER'S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF SUCH PROPERTY, AND INDEMNITOR SHALL CONTINUE TO BE OBLIGATED TO INDEMNIFY HEREUNDER UNLESS INDEMNITOR OVERCOMES SAID PRESUMPTION WITH THE BURDEN OF PROOF.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, LENDER AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AGENT, AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST. The foregoing indemnity and agreement to defend and hold harmless shall not apply to the extent any losses, damages, liabilities, claims, actions, judgments, court costs and legal or other expenses arise out of or result from Hazardous Materials that first come into existence on the Property or improvements after the earlier of (a) the full repayment of the Loan and indefeasible satisfaction of all of Borrower’s obligations under the Loan Documents or (b) any foreclosure under the Deed of Trust or transfer of the Property by deed-in-lieu thereof; provided, however, that the foregoing limitation shall cease to apply if any amount repaid or required to be repaid by Borrower under any of the Loan Documents or any of Borrower’s other obligations thereunder is at any time voided or otherwise rendered unenforceable pursuant to any state or federal bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance or preference law, act, statute or regulation.

HAZARDOUS MATERIALS INDEMNITY. BORROWER BUYER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT SELLER AND SELLER'S AFFILIATES, INCLUDING THEIR PARENT COMPANIES, AND THE PARTNERS, TRUSTEES, SHAREHOLDERS, DIRECTORS, OFFICERS, MEMBERS, MANAGERS, ATTORNEYS, EMPLOYEES AND AGENTS OF EACH LENDEROF THEM, AND THEIR RESPECTIVE DIRECTORSHEIRS, OFFICERSSUCCESSORS, EMPLOYEES, AGENTS, SUCCESSORS PERSONAL REPRESENTATIVES AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH (COLLECTIVELY, "SELLER PARTIES"), FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUECOLLECTIVELY, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER"CLAIMS") WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) SELLER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE (FIRST COMING INTO EXISTENCE AFTER THE CLOSING DATE) OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL PAY TO ADMINISTRATIVE AGENT AND/(A) BY BUYER OR ANY LENDEROF ITS AGENTS, WITHIN TEN (10) DAYS OF DEMANDEMPLOYEES, ANY AMOUNTS OWING UNDER THIS INDEMNITYCONTRACTORS OR LICENSEES, TOGETHER WITH INTEREST RESPECT TO THE PERIOD FROM THE EFFECTIVE DATE UNTIL THE INDEBTEDNESS ARISES UNTIL PAID AT CLOSING DATE; AND (B) BY ANY PERSON OR PARTY, INCLUDING WITHOUT LIMITATION BUYER OR ANY OF ITS AGENTS, EMPLOYEES, CONTRACTORS OR LICENSEES, FROM AND AFTER THE RATE OF INTEREST APPLICABLE CLOSING DATE; PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNITY SHALL NOT APPLY TO THE PRINCIPAL BALANCE ANY CLAIMS CAUSED BY ANY OF THE LOANSELLER PARTIES OR WHICH ARE THE RESPONSIBILITY OF THE TENANT UNDER THE SELLER LEASES. BORROWERBUYER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD SELLER HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION TERMINATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUSTTHIS AGREEMENT.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFENDDEFEND (WITH COUNSEL SELECTED BY INDEMNITEES), INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH INDEMNITEES FROM AND AGAINST ANY AND ALL ASSERTED CLAIMS, SUITS, ORDERS, LOSSES, JUDGMENTS, DAMAGES, LIABILITIESCOSTS, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, COURT COSTS, REASONABLE ATTORNEYS’ FEES AND EXPENSES) OR LIABILITY (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER EXCLUDING CONSEQUENTIAL AND PUNITIVE DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH EITHER OF THE SAME ARE REQUIRED TO BE PAID BY AN INDEMNITEE TO A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT ANDTHIRD PARTY), IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGETO THE EXTENT INDEMNITEES MAY INCUR SAME, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT OR INDIRECT CONSEQUENCE OF (A) THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSALTREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS WHICH ARE FOUND IN, ON, UNDER, ABOUT OR MIGRATING FROM THE PROPERTY; (B) ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY; (C) ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; OR (D) THE BREACH OF ANY COVENANTS (OR REPRESENTATIONS AND WARRANTIES) OF BORROWER UNDER THIS INDEMNITY. SUCH INDEMNITY SHALL INCLUDE, WITHOUT LIMITATION: (i) THE COSTS, WHETHER FORESEEABLE OR ABOUT UNFORESEEABLE, OF ANY INVESTIGATION, MONITORING, REPAIR, REMEDIATION OR DETOXIFICATION OF THE PROPERTY AND/OR IMPROVEMENTS, OR THE REMOVAL OF ANY HAZARDOUS MATERIALS (REGARDLESS OF THE MEDIUM) FROM THE PROPERTY AND/OR IMPROVEMENTS, OR THE TAKING OF ANY EMERGENCY ACTION, WHICH IS REQUIRED BY ANY GOVERNMENTAL AUTHORITY OR IS OTHERWISE NECESSARY TO RENDER THE PROPERTY AND IMPROVEMENTS IN COMPLIANCE WITH ALL HAZARDOUS MATERIALS LAWS; (ii) ALL OTHER DIRECT OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST ANY AND ALL INDEMNITEES); AND (iii) ALL COURT COSTS AND REASONABLE ATTORNEYS, EXPERT AND CONSULTANT FEES AND EXPENSES PAID OR INCURRED BY ANY AND ALL INDEMNITEES. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, THE APPLICABLE INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RELEASE OR RECONVEYANCE OF THE DEED OF TRUST. NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY HEREUNDER WITH REGARD TO ANY HAZARDOUS MATERIALS FIRST USED, GENERATED, MANUFACTURED, STORED, TREATED, RELEASED, DISCHARGED OR DISPOSED IN, ON, UNDER OR ABOUT THE PROPERTY BY ANY PARTY (OTHER THAN BORROWER, GUARANTOR, OR ANY AFFILIATE, EMPLOYEE OR AGENT THEREOF) AFTER THE LATEST OF: (I) THE DATE OF FORECLOSURE ON THE SECURITY INSTRUMENT (OR ADMINISTRATIVE AGENT’S ACCEPTANCE OF A DEED IN LIEU THEREOF); OR (II) THE DATE BORROWER NO LONGER HAS OCCUPANCY OF THE PROPERTY; OR (III) THE DATE BORROWER NO LONGER USES OR OPERATES THE PROPERTY. BORROWER SHALL HAVE NO OBLIGATION TO PAY FOR DUPLICATIVE EXPENSES OF MULTIPLE PARTICIPANTS.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES AGREES, SOLELY WITH RESPECT TO THE PERIOD ENDING ON THE DATE OF FORECLOSURE, THE DATE OF THE TENDERING OF A DEED IN LIEU OF FORECLOSURE OR THE DATE ON WHICH A RECEIVER HAS BEEN APPOINTED AT LENDER’S REQUEST TO OPERATE THE PROPERTY (THE “OWNERSHIP CONTROL PERIOD”) OR TO THE EXTENT RESULTING FROM THE ACTS OR OMISSIONS OF BORROWER OR ANY OF ITS AGENTS (WHETHER OR NOT DURING THE OWNERSHIP CONTROL PERIOD), TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY; PROVIDED, HOWEVER, THAT BORROWER SHALL NOT BE LIABLE FOR ANY DIMINUTION IN VALUE OF THE PROPERTY OR IMPROVEMENTSAS A RESULT OF THE FOREGOING. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY PROPERTY, ANY VIOLATION OR IMPROVEMENTSCLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY, OR ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING BUT EXCLUDING ANY SUCH AMOUNT TO THE EXTENT ARISING OUT OF OR ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE TO THE EXTENT SUCH GROSS NEGLIGENCE OR WILLFUL MISCONDUCT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDERTHE APPLICABLE INDEMNITEES, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER INDEMNITEES SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE MORTGAGE. NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY HEREUNDER WITH REGARD TO ANY HAZARDOUS MATERIALS FIRST USED, GENERATED, MANUFACTURED, STORED OR DISPOSED IN, ON, UNDER OR ABOUT THE PROPERTY BY ANY THIRD PARTY AFTER THE LATEST OF: (i) THE DATE OF FORECLOSURE ON THE MORTGAGE (OR LENDER’S ACCEPTANCE OF A DEED IN LIEU THEREOF); OR (ii) THE DATE BORROWER NO LONGER HAS OCCUPANCY OF TRUSTTHE PROPERTY; OR (iii) THE DATE BORROWER NO LONGER USES OR OPERATES THE PROPERTY; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, IF ANY HAZARDOUS MATERIALS ARE DISCOVERED IN, ON, UNDER, OR ABOUT THE PROPERTY AFTER SUCH APPLICABLE DATE THAT ARE CONSISTENT WITH THE OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY WHICH OCCURRED DURING BORROWER’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY, THEN THERE IS A PRESUMPTION THAT THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL OF, TRANSPORTATION OR PRESENCE OF ANY OF SAID HAZARDOUS MATERIALS IN, ON, UNDER, ABOUT, OR MIGRATING FROM, THE PROPERTY OCCURRED DURING BORROWER’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY, AND BORROWER SHALL CONTINUE TO BE OBLIGATED TO INDEMNIFY HEREUNDER UNLESS BORROWER OVERCOMES SAID PRESUMPTION WITH THE BURDEN OF PROOF.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDERAGENT, LENDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN (EACH SUCH PARTY’S CAPACITY AS SUCH AN “INDEMNITEE” AND COLLECTIVELY, “INDEMNITEES”) FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR WHICH ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTSPROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER THE INDEMNITEES SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF EACH SECURITY DOCUMENT. NOTWITHSTANDING THE DEED FOREGOING, THE AFORESAID INDEMNIFICATION SHALL NOT APPLY TO ANY LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES THAT ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUST.ANY INDEMNITEE. Loan No. 1013507 ARTICLE VIII

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDERINDEMNITEES FOR, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES (BUT NOT SPECIAL OR PUNITIVE DAMAGES), LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER DOCUMENTED EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF (A) THE USE, HANDLING, GENERATION, MANUFACTURE, STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, THREATENED DISPOSALEMISSION, TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS WHICH ARE FOUND IN, ON, UNDER, ABOUT OR MIGRATING FROM THE PROPERTY; (B) ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY; (C) ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; OR (D) THE BREACH OF ANY COVENANTS (OR REPRESENTATIONS AND WARRANTIES) OF BORROWER UNDER THIS ARTICLE. SUCH INDEMNITY SHALL INCLUDE, WITHOUT LIMITATION: (i) THE COSTS, WHETHER FORESEEABLE OR ABOUT UNFORESEEABLE, OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY, OR THE REMOVAL OR REMEDIATION OF ANY HAZARDOUS MATERIALS (REGARDLESS OF THE MEDIUM) FROM THE PROPERTY, OR THE TAKING OF ANY EMERGENCY ACTION, WHICH IS REQUIRED BY ANY GOVERNMENTAL ENTITY OR IS OTHERWISE NECESSARY TO RENDER THE PROPERTY IN COMPLIANCE WITH ALL HAZARDOUS MATERIALS LAWS AND REGULATIONS; (ii) ALL OTHER DIRECT OR IMPROVEMENTSINDIRECT CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST ANY AND ALL INDEMNITEES); AND (iii) ALL COURT COSTS AND REASONABLE ATTORNEYS’ FEES AND OTHER DOCUMENTED EXPENSES PAID OR INCURRED BY ANY AND ALL INDEMNITEES. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO LOAN NO. 27 0122358 PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, THE APPLICABLE INDEMNITEES UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT HAVE ANY INDEMNIFICATION OBLIGATIONS OR LIABILITIES TO DEFENDLENDER UNDER THIS AGREEMENT WITH RESPECT TO ANY CLAIM, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LOSS, DAMAGE, COST, EXPENSE OR LIABILITY ARISING SOLELY OUT OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY THAT WERE (i) NOT PRESENT PRIOR TO THE DATE THAT LENDER SHALL SURVIVE OR ITS NOMINEE ACQUIRED TITLE TO THE CANCELLATION PROPERTY, WHETHER BY FORECLOSURE, EXERCISE OF POWER OF SALE, ACCEPTANCE OF A DEED-IN-LIEU OF FORECLOSURE, OR OTHERWISE (UNLESS ARISING FROM A CONDITION THAT RESULTED FROM, IS A CONSEQUENCE OF, OR IS OTHERWISE RELATED TO A SUBSTANCE OR OTHER CONDITION WHICH EXISTED ON OR UNDER THE PROPERTY PRIOR TO SUCH ACQUISITION OF THE NOTES AND PROPERTY BY AN INDEMNITEE) OR (ii) TO THE RELEASE, RECONVEYANCE EXTENT DUE TO LENDER’S WILLFUL MISCONDUCT OR PARTIAL RECONVEYANCE OF THE DEED OF TRUSTGROSS NEGLIGENCE.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY PROPERTY, ANY VIOLATION OR IMPROVEMENTSCLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY, OR ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING BUT EXCLUDING ANY SUCH AMOUNT TO THE EXTENT ARISING OUT OF OR ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDERTHE APPLICABLE INDEMNITEES, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER INDEMNITEES SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE MORTGAGE. NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY HEREUNDER WITH REGARD TO ANY HAZARDOUS MATERIALS FIRST USED, GENERATED, MANUFACTURED, STORED OR DISPOSED IN, ON, UNDER OR ABOUT THE PROPERTY BY ANY THIRD PARTY AFTER THE LATEST OF: (i) THE DATE OF FORECLOSURE ON THE MORTGAGE (OR LENDER’S ACCEPTANCE OF A DEED IN LIEU THEREOF); OR (ii) THE DATE BORROWER NO LONGER HAS OCCUPANCY OF TRUSTTHE PROPERTY; OR (iii) THE DATE BORROWER NO LONGER USES OR OPERATES THE PROPERTY; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, IF ANY HAZARDOUS MATERIALS ARE DISCOVERED IN, ON UNDER OR ABOUT THE PROPERTY AFTER SUCH APPLICABLE DATE THAT ARE CONSISTENT WITH THE OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY WHICH OCCURRED DURING BORROWER’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY, THEN THERE IS A PRESUMPTION THAT THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL OF, TRANSPORTATION OR PRESENCE OF ANY OF SAID HAZARDOUS MATERIALS IN, ON, UNDER, ABOUT, OR MIGRATING FROM, THE PROPERTY OCCURRED DURING BORROWER’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY, AND BORROWER SHALL CONTINUE TO BE OBLIGATED TO INDEMNIFY HEREUNDER UNLESS BORROWER OVERCOMES SAID PRESUMPTION WITH THE BURDEN OF PROOF.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT ISSUER, BOND TRUSTEE AND EACH LENDERBONDOWNER REPRESENTATIVE, AND THEIR RESPECTIVE GOVERNING BODIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE), BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE WHICH ISSUER OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) BONDOWNER REPRESENTATIVE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. , EXCEPT THOSE ARISING FROM ISSUER’S WILLFUL MISCONDUCT OR FROM BONDOWNER REPRESENTATIVE’S OR BOND TRUSTEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, ISSUER AND BONDOWNER REPRESENTATIVE UPON DEMAND ANY AMOUNTS OWING UNDER THIS -54- (Beveriy Terrace) DWT 27809087v3 00882884)00(146 INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT ISSUER AND EACH LENDER BONDOWNER REPRESENTATIVE AND BOND TRUSTEE SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.

HAZARDOUS MATERIALS INDEMNITY. BORROWER LANDLORD HEREBY AGREES TO DEFENDAND SHALL INDEMNIFY, INDEMNIFY DEFEND AND HOLD HARMLESS ADMINISTRATIVE AGENT TENANT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERSITS AGENTS, EMPLOYEES, AGENTSCONTRACTORS, SUCCESSORS CUSTOMERS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH INVITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT PENALTIES AND COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AT ALL TRIAL AND EXPENSESAPPELLATE LEVELS, WHETHER OR NOT SUIT IS BROUGHT) (INCLUDING ARISING DIRECTLY OR INDIRECTLY FROM OR OUT OF, OR IN EACH CASE LOSSES FOR DIMINUTION IN VALUEANY WAY CONNECTED WITH THE PRESENCE, BUT LEAKAGE, ESCAPE, EMANATION, MIGRATION OR RELEASE OF ANY HAZARDOUS MATERIALS ON, UNDER, ABOVE OR ABOUT THE PREMISES THAT WERE NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TENANT OR ITS AGENTS, EMPLOYEES OR CONTRACTORS DURING THE TERM. TENANT HEREBY AGREES AND SHALL INDEMNIFY, DEFEND AND HOLD LANDLORD AND ITS AGENTS AND EMPLOYEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LOSSES, LIABILITIES, PENALTIES AND COSTS (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AT ALL TRIAL AND APPELLATE LEVELS, WHETHER OR NOT SUIT IS BROUGHT) ARISING DIRECTLY OR INDIRECTLY FROM OR OUT OF, OR IN ANY WAY CONNECTED WITH THE PRESENCE, LEAKAGE, ESCAPE, EMANATION, MIGRATION OR RELEASE OF ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER UNDER, ABOVE OR ABOUT THE PROPERTY PREMISES THAT WERE DIRECTLY CAUSED BY THE GROSS NEGLIGENCE OR IMPROVEMENTS. BORROWER SHALL PAY TO ADMINISTRATIVE AGENT AND/WILLFUL MISCONDUCT OF TENANT OR ANY LENDERITS AGENTS, WITHIN TEN (10) DAYS OF DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM EMPLOYEES OR CONTRACTORS DURING THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUSTTERM.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) AS A DIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE RELEASE OR PARTIAL RECONVEYANCE RELEASE OF THE DEED OF TRUSTPLEDGE AGREEMENT.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS, ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY, OR ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING BUT EXCLUDING ANY SUCH AMOUNT TO THE EXTENT ARISING OUT OF OR ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE. EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDERTHE APPLICABLE INDEMNITEES, WITHIN TEN (10) DAYS OF UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER INDEMNITEES SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE RELEASE OF THE SECURITY INSTRUMENT. NOTWITHSTANDING THE FOREGOING, BORROWER SHALL NOT BE OBLIGATED TO INDEMNIFY HEREUNDER WITH REGARD TO ANY HAZARDOUS MATERIALS FIRST USED, GENERATED, MANUFACTURED, STORED OR DISPOSED IN, ON, UNDER OR ABOUT THE PROPERTY BY ANY THIRD PARTY AFTER THE LATEST OF: (i) THE DATE OF FORECLOSURE ON THE SECURITY INSTRUMENT (OR ADMINISTRATIVE AGENT’S ACCEPTANCE OF A DEED IN LIEU THEREOF); OR (ii) THE DATE BORROWER NO LONGER HAS POSSESSION OF TRUSTTHE PROPERTY AND IMPROVEMENTS; OR (iii) THE DATE BORROWER NO LONGER USES OR OPERATES THE PROPERTY AND IMPROVEMENTS; PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, IF ANY HAZARDOUS MATERIALS ARE DISCOVERED IN, ON UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS AFTER SUCH APPLICABLE DATE THAT ARE CONSISTENT WITH THE OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY AND IMPROVEMENTS WHICH OCCURRED DURING BORROWER’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY AND IMPROVEMENTS, THEN THERE IS A PRESUMPTION THAT THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL OF, TRANSPORTATION OR PRESENCE OF ANY OF SAID HAZARDOUS MATERIALS IN, ON, UNDER, ABOUT, OR MIGRATING FROM, THE PROPERTY AND IMPROVEMENTS OCCURRED DURING BORROWER’S OWNERSHIP, OCCUPANCY, USE OR OPERATION OF THE PROPERTY AND IMPROVEMENTS, AND BORROWER SHALL CONTINUE TO BE OBLIGATED TO INDEMNIFY HEREUNDER UNLESS BORROWER OVERCOMES SAID PRESUMPTION WITH THE BURDEN OF PROOF.

HAZARDOUS MATERIALS INDEMNITY. BORROWER AND GUARANTOR HEREBY AGREES AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH LENDER PARTIES FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND REASONABLE LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) PARTY MAY ACTUALLY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF (I) THE USE, GENERATION, MANUFACTURE, STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTIES IN VIOLATION OF HAZARDOUS MATERIALS LAWS OR (II) THE BREACH OF ANY COVENANT, REPRESENTATION OR WARRANTY OF BORROWER AND GUARANTOR UNDER SECTIONS 7.1 AND 7.2 HEREOF AND UNDER THE HAZARDOUS MATERIALS INDEMNITY AGREEMENT; PROVIDED THAT SUCH INDEMNITY SHALL NOT, AS TO ANY LENDER PARTY, BE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS, OR REASONABLE LEGAL OR OTHER LOAN AGREEMENT New Private Restaurant Properties, LLCObligor No.: 7829920036 CHAR1\1443108v12 23 EXPENSES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH LENDER PARTY. THIS INDEMNITY SHALL INCLUDE WITHOUT LIMITATION: (AA) ALL CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST LENDER PARTIES) ACTUALLY PAID OR INCURRED BY ANY LENDER PARTY; AND (BB) ALL COURT COSTS AND REASONABLE ATTORNEYS’ FEES (INCLUDING, WITHOUT LIMITATION, EXPERT WITNESS FEES) PAID OR INCURRED BY LENDER PARTIES; AND (CC) THE COSTS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY REMEDIATION (AS DEFINED IN THE HAZARDOUS MATERIALS INDEMNITY AGREEMENT) OF THE PROPERTY WHICH IS REQUIRED BY ANY GOVERNMENTAL ENTITY OR IMPROVEMENTSIS OTHERWISE NECESSARY TO RENDER THE PROPERTY IN COMPLIANCE WITH HAZARDOUS MATERIALS LAWS. BORROWER AND GUARANTOR SHALL PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, EACH LENDER PARTY WITHIN TEN THIRTY (1030) DAYS OF DEMAND, AFTER DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES DUE UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. EXCEPT AS PROVIDED IN THE HAZARDOUS MATERIALS INDEMNITY AGREEMENT, BORROWER’S AND GUARANTOR’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER PARTIES SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE OR PARTIAL RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF ANY LIENS AND SECURITY INTERESTS AT ANY TIME SECURING THE DEED OF TRUSTLOAN.

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT BONDOWNER REPRESENTATIVE AND ISSUER, AND EACH LENDER, AND OF THEIR RESPECTIVE GOVERNING BODIES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE), BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE WHICH BONDOWNER REPRESENTATIVE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) ISSUER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS MATERIALS, EXCEPT ARISING FROM THE INDEMNIFIED PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS. BORROWER XXXXXXXX SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/BONDOWNER REPRESENTATIVE OR ANY LENDERISSUER, WITHIN TEN (10) DAYS OF DEMANDAS APPLICABLE, UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWERXXXXXXXX’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT BONDOWNER REPRESENTATIVE AND EACH LENDER ISSUER SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.

HAZARDOUS MATERIALS INDEMNITY. EACH OF BORROWER AND OPERATING LESSEE HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDERINDEMNITEES FOR, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN EACH SUCH PARTY’S CAPACITY AS SUCH FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, DAMAGESACTUAL DAMAGES (AS OPPOSED TO CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OTHER THAN CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OR LOST PROFITS OWED BY AN INDEMNITEE TO A THIRD PARTY), ACTUAL LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER ACTUAL EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEES MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF (A) THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSALTREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS WHICH ARE Loan No. 1013851 FOUND IN, ON, UNDER, ABOUT OR MIGRATING FROM THE PROPERTY; (B) ANY VIOLATION OR CLAIM OF VIOLATION OF ANY HAZARDOUS MATERIALS LAWS WITH RESPECT TO THE PROPERTY; (C) ANY INDEMNITY CLAIM BY A THIRD PARTY AGAINST ONE OR MORE INDEMNITEES IN CONNECTION WITH ANY OF THE FOREGOING; OR (D) THE BREACH OF ANY COVENANTS (OR REPRESENTATIONS AND WARRANTIES) OF BORROWER OR OPERATING LESSEE UNDER THIS ARTICLE, EVEN IF SUCH DAMAGE, LIABILITY, CLAIM, ACTION, JUDGMENT, COST OR ABOUT EXPENSE RESULTS FROM THE NEGLIGENCE OF THE INDEMNITEE. SUCH INDEMNITY SHALL INCLUDE, WITHOUT LIMITATION: (i) THE COSTS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY, OR THE REMOVAL OR REMEDIATION OF ANY HAZARDOUS MATERIALS (REGARDLESS OF THE MEDIUM) FROM THE PROPERTY, OR THE TAKING OF ANY EMERGENCY ACTION, WHICH IS REQUIRED BY ANY GOVERNMENTAL ENTITY OR IS OTHERWISE NECESSARY TO RENDER THE PROPERTY IN COMPLIANCE WITH ALL HAZARDOUS MATERIALS LAWS AND REGULATIONS; (ii) ALL OTHER DIRECT OR IMPROVEMENTSINDIRECT CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL CLAIMS, FINES OR PENALTIES AGAINST ANY AND ALL INDEMNITEES) OWED BY AN INDEMNITEE TO A THIRD PARTY; AND (iii) ALL COURT COSTS AND REASONABLE ATTORNEYS’ FEES AND EXPENSES PAID OR INCURRED BY ANY AND ALL INDEMNITEES. DURING THE CONTINUANCE OF A DEFAULT OR IF AN INDEMNITEE SHALL HAVE BEEN NAMED IN ANY ORDER OR CLAIM RELATED TO HAZARDOUS MATERIALS, EACH INDEMNITEE SHALL HAVE THE RIGHT AT ANY TIME TO APPEAR IN, AND TO PARTICIPATE IN AS A PARTY IF IT SO ELECTS, AND BE REPRESENTED BY COUNSEL OF ITS OWN CHOICE IN, ANY ACTION OR PROCEEDING INITIATED IN CONNECTION WITH ANY HAZARDOUS MATERIALS LAWS THAT AFFECT THE PROPERTY. PRIOR TO A DEFAULT, THE INDEMNITEES WILL USE COMMERCIALLY REASONABLE EFFORTS TO MINIMIZE THE FEES AND EXPENSES OF LEGAL COUNSEL FOR THE INDEMNITEES, WHICH ARE SUBJECT TO REIMBURSEMENT BY THE BORROWER OR OPERATING LESSEE HEREUNDER BY CONSIDERING THE USAGE OF ONE LAW FIRM TO REPRESENT THE INDEMNITEES, IF APPROPRIATE UNDER THE CIRCUMSTANCES. INDEMNITOR SHALL PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, THE APPLICABLE INDEMNITEES WITHIN TEN TWELVE (1012) BUSINESS DAYS OF DEMAND, AFTER DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTES. BORROWER’S DUTY AND OBLIGATIONS NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO DEFENDTHE CONTRARY, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER THE FOREGOING INDEMNITY SHALL SURVIVE NOT APPLY TO (A) MATTERS RESULTING FROM THE CANCELLATION GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY INDEMNITEE, (B) MATTERS RESULTING SOLELY FROM THE ACTIONS OF ANY INDEMNITEE PARTIES TAKEN AFTER SUCH PARTIES HAVE TAKEN TITLE TO, OR EXCLUSIVE POSSESSION OF THE NOTES AND PROPERTY, OR (C) ANY LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS OR LEGAL OR OTHER EXPENSES, RESULTING FROM OR IN CONNECTION WITH HAZARDOUS MATERIALS INTRODUCED ONTO THE RELEASEPROPERTY BY ANY INDEMNITEE OR WHICH WERE INTRODUCED ONTO THE PROPERTY AFTER THE FORECLOSURE (WHETHER MADE BY JUDICIAL FORECLOSURE, RECONVEYANCE PRIVATE SALE OR PARTIAL RECONVEYANCE OTHER FORECLOSURE) OR CONVEYANCE IN LIEU OF THE DEED OF TRUST.FORECLOSURE. Loan No. 1013851

HAZARDOUS MATERIALS INDEMNITY. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDERAGENT, LENDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS IN (EACH SUCH PARTY’S CAPACITY AS SUCH AN “INDEMNITEE” AND COLLECTIVELY, “INDEMNITEES”) FROM AND AGAINST ANY AND ALL ACTUAL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND EXPENSES) (INCLUDING IN EACH CASE LOSSES FOR DIMINUTION IN VALUE, BUT NOT OTHER CONSEQUENTIAL DAMAGES AND EXCLUDING LOSSES INCURRED AS A RESULT OF LENDER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR WHICH ANY HAZARDOUS MATERIALS FIRST INTRODUCED TO A PROPERTY AFTER THE DATE LENDER, ITS DESIGNEE OR AGENT ACQUIRES POSSESSION OF THE PROPERTY, IT BEING ACKNOWLEDGED AND AGREED BY BORROWER THAT A RECEIVER OR CUSTODIAN APPOINTED BY A COURT SHALL UNDER NO CIRCUMSTANCES BE CONSIDERED TO BE AN AGENT OF LENDER) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER ACTUALLY INCURS (EXCEPT IN THEIR RESPECTIVE CAPACITIES AS A TENANT UNDER ANY LEASE OF THE PROPERTY, IF APPLICABLE, OR AS A PURCHASER OF THE PROPERTY; PROVIDED, HOWEVER, THAT (1) SUCH EXCEPTION SHALL NOT APPLY TO ADMINISTRATIVE AGENT OR ANY LENDER OR THEIR NOMINEE IN THEIR CAPACITY AS OWNER OR OCCUPANT OF THE PROPERTY IN CONNECTION WITH OR FOLLOWING ANY FORECLOSURE (OR A DEED IN LIEU OF FORECLOSURE) OR THE EXERCISE OF ANY REMEDIES UNDER THE LOAN DOCUMENTS, (2) SUCH EXCEPTION SHALL IN NO WAY REDUCE OR IMPAIR ANY INDEMNITY OBLIGATIONS ARISING HEREUNDER AND (3) THAT TO THE EXTENT ANY SUCH PERSON IS BOTH A LENDER AND/OR ADMINISTRATIVE AGENT AND A TENANT AND, IN SUCH CAPACITY AS A TENANT INCURS ANY LOSS OR DAMAGE, THE RESPONSIBILITY FOR SUCH LOSS OR DAMAGE SHALL BE GOVERNED BY THE APPLICABLE LEASE) INDEMNITEE MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTSPROPERTY. BORROWER SHALL IMMEDIATELY PAY TO ADMINISTRATIVE AGENT AND/OR ANY LENDER, WITHIN TEN (10) DAYS OF DEMAND, UPON DEMAND ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOANNOTE. BORROWER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER THE INDEMNITEES Loan No. 1004873 SHALL SURVIVE THE CANCELLATION OF THE NOTES NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL RECONVEYANCE OF EACH SECURITY DOCUMENT. NOTWITHSTANDING THE DEED FOREGOING, THE AFORESAID INDEMNIFICATION SHALL NOT APPLY TO ANY LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGEMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES THAT ARE CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF TRUSTANY INDEMNITEE.